Days of Long Ago
by Chibi Binasu-chan
Summary: Clara and the Doctor have saved Gallifrey, but no word has come yet of the Time Lords fate. To relax and cheer up the sullen Doctor, Clara suggests they have a night out at a wild party. Never one to refuse a challenge, the Doctor gives her the biggest party ever: New Year's Eve. Enter a dashing figure from the Doctor's past to change the dynamic between Time Lord and companion.
1. Chapter One

**Chapter One**

He's running around chaotically, grinning like a maniac as he usually does when met with an exciting challenge. What he considers to _be_ a challenge is a bit of a debate, but there isn't much point in trying, unless you like to go round in circles with yourself as much as he does.

There's no stopping the mad man as he presses quite nearly all the buttons and pulls all the levers while jumping from one turn of the console to the other. He spins around on his heels with a clap of his hands and laughs, "A party, you want. A party you will get, Clara Oswald! Ha!"

Clara raises an eyebrow, arms crossed. "This better not be another tea time with the Queen on top of Buckingham Palace, is it, Doctor?"

"No!" he frowns, a whine in his voice. "That was a once in a lifetime opportunity, won't come again. No, I'm afraid we can't party quite that hard this time."

Clara's eyes are fixed to the ceiling, "So there will be drinks? Cocktails? A dance floor? People falling in love just for one night? And I don't mean a dinner-theater viewing of the Nutcracker in space." She nearly slaps herself on the forehead at the irony.

The Time Lord nut in question, meanwhile, is bubbling with excitement and completely ignores her condescending tone and innuendo. "You asked me for a party, Clara. I'm giving you the biggest party that ever happened in the history of parties," he's going for a dramatic pause now with his arms wide open for effect. Clara waits with a tepid expression of disbelief. "New Year's Eve!" the Doctor exclaims with a grin.

"Okay. Which New Year's Eve?" Clara shakes her head with fond irritation.

The Doctor's arms slowly lower. He has a small smile on his face, and Clara can feel the energy of the console room dropping into something more serious. "Get dressed. The closet below the console has some appropriate attire for you."

She nearly asks what he will be wearing, but stops herself. The Doctor always dresses as himself, no matter where or when they go. Another circular debate not worth attempting. Clara busies herself and walks quickly down the stairs to the closet.

It's been five days since they "saved" Gallifrey, but no word on the fate of the Time Lords has come since. The Doctor remained quiet and sullen for the first three days and spent most of his time with his head jammed underneath the console. Apparently the Tardis was overexerted from their gallivanting through the Doctor's time stream and needed major repair. On the fourth day, he proclaimed loudly that he was finished and proceeded to read an entire book and drink a copious amount of tea for the rest of the day.

Clara knew better than to bother him. If this was his way of coping with an extreme amount of stress and trauma he had attempted to bury inside him for hundreds of years, who was she to judge? It did make her feel sad to see him try to cover it however; he occasionally would give her fake little smiles that didn't reach his eyes when he noticed her watching him.

Today, she saw him twitching in the console room, looking longingly at the scanner and terribly bored. So she decided that a night of drinking and dancing, her own usual way of coping, might be a good idea. Only after she suggested it to the 1100 year old man with an innocent boyish face did she realize that she may have made a tiny mistake.

"What's taking so long? Clara! Come on or we're going to miss it!"

Clara lets out a little growl, "Comin'!" Okay, dresses, dresses. Wow. The closet is jam-packed with sexy little dresses and dozens of different colored heels, and Clara has simply been standing there staring at it's glory.

She pulls out a particularly scandalous black leather dress covered in dark blue gems. Attached to the hanger is a matching choker necklace. Clara allows a devious grin to overtake her face. If this party is what she asked the Doctor for, then this would be the perfect outfit. With a great pair of black heels that click automatically onto her feet, Clara quickly dusts on some dark eye shadow and pulls her hair into a loose bun while using the mirror on the door of the closet to check herself out.

"Okay, I'm ready!" Clara hops up the stairs and can't help a mischievous grin when she sees the Doctor has his back turned, fully expecting him to be shocked and embarrassed out of his bowtie at how she looks when he gets a peek at what she picked.

When he turns to see her, the Doctor stops and stands completely still. His jaw drops, and then of course, his hands go up to his bowtie to fiddle with it, but not quite in the way she expected. There's a dark gleam in his eye that she's never seen before. "You.. you can't wear that! That is ceremonial dress of the Pixmie people. You would get confused for.. something else."

Her eyebrows go up, "Something else? ..And that's all you're going to say about it, isn't it?" Clara looks down at herself, "This is pretty similar to something I can likely buy somewhere in London, no one will be able to tell. Come on! Let's go!"

The Doctor still has a reluctant expression that has now turned to worry and mixed frustration. "I suppose it will be a bit dark in there and hard to see. I do advise against it, though! Stay close to me, just in case."

"Advice taken, and understood. Now can we go? Where are we?" Clara pulls him toward the door with a smile. Time to get this Time man out of his shell a bit, and loosen up.

Together they open up the Tardis doors, and Clara feels an explosion of thrill in her chest. This is it, the part she lives for. The moment when she's standing in two different places at once as they put one foot out of the ship and into the unknown.

The Doctor is smiling again, "New Year's Eve! The year 5000."

They are standing in a very tight closet.

"Ah. Yes, well, it would be, if we just open _this_ door," another pause for dramatic effect, and the Doctor pushes open the closet's door.

Clara's eyes nearly pop out of her head.

"New Year's Eve! The year 5000," he repeats with a laugh in his voice. The Doctor leads his companion out of the closet and onto a red carpet that sprawls down a massive flight of stairs. It is an enormous and beautiful ballroom dance hall, many more times the size of a cathedral. Music is booming from every direction with speakers lining the walls, which are also covered in many different sized clocks. There are flashing disco lights that dance to the music, the smell of alcohol and smoke, and everywhere, absolutely everywhere, there are people scantily clad in outrageous outfits who are dancing, touching, laughing and kissing. Some of them notice their presence and eye the Doctor and Clara up and down. The array of people are so diverse in ethnicity, gender, and even species, more than Clara had ever dreamed possible.

She lets out a howl, "Wow! Doctor, this is amazin'! Where are we?"

"This is the satellite Rainbow 7, home to the largest club this side of the galaxy. Issues with solar flares and flooding down on Earth created the need to hold big parties somewhere else, but a New Year's party wouldn't be the same without any attachment to the planet Earth. You humans are well known now throughout the stars for your wild parties and liberal pheromones." The Doctor glances over at her with a small smirk, "Do you like it?"

A couple of blue-skinned women in bikinis slide by them with flirty giggles. One of them blows a kiss at the Doctor, and he chuckles in response.

Clara watches with detached bemusement and a pang of jealousy. "It's… interesting."

"Interesting? Ha! Bah!" the Doctor huffs. "You ask me for the biggest party ever, and I give it to you, and it's just _interesting_?"

The human girl admonishes herself silently. "No, no, it's not that," Clara turns her body to him and pulls him into a half-hug. "It's amazin', really Doctor. I'm impressed. It's exactly what I wanted. Thank you." They share a sweet smile, and Clara feels her heart beating just a little faster the way it usually does when he gives her a look like that. So beautiful.

"Right then, Clara Oswald," he claps his hands together. "I only came for the dancing. Shall we?"

She laughs, "Doctor, I think I need a drink before I can dance with you."

"There is nothing wrong with my dancing!" he rebuffs in mock offense. "I'll have you know I won the 45th Annual Free-Style Dancing Competition of Cassiopeia!"

Clara's eyes are up to the ceiling again, "Were you competing against giraffes?" She pulls at his arm as they walk toward the closest bar, not hearing his answer as the music gets louder. At the bar, Clara catches the eye of the barmaid, puts up two fingers, and is presented with two drinks of questionable substance.

The Doctor, however, is delighted. "Ah, a Fruity Fairie, haven't had one of these in a good number of centuries," he takes one of the glasses and examines it carefully. "You beauty."

Clara watches with curious amusement.

Suddenly the Doctor downs the drink all in one gulp, and when he exhales a tickle of fire releases from his mouth. Clara yelps in surprise and laughs. "What!?" she screams over the music.

The Time Lord glances at her with a mischievous look. "All in one! Quickly!" he yells at her.

Clara takes her glass and peers into it. The liquid is hot pink with little pieces of strawberry and blueberry in it. How exactly would this cause her to breathe fire? But she decides to go for it and downs the drink in one swig.

When the small flames come out of her mouth as she exhales, her mouth feels tingly and warm. Clara starts to notice that her whole body feels warm and almost melting into the floor. A sweet and fuzzy intoxication washes over her, and she feels like she's had several drinks after only one shot. Clara giggles.

The Doctor is paying the barmaid with strange little silver coins and then he leads Clara to the dance floor. The music playing is a bizarre mixture of funk, hip hop, and classical orchestral music. The beat is medium paced, though, so Clara is able to swing her hips to it well enough to keep up with the Doctor, who is going all out. His arms wave frantically in the air as his knees shake to and fro.

Clara lets out a laugh. This is exactly what she wanted. To see the ancient alien happy and relaxed after so much turmoil. She wonders if he feels the alcohol the same way she does, if he feels it at all. It's hard to tell with the dim lighting and various bodies dancing so near them blocking her view of him for a moment.

"Ain't you gorgeous?" a deep gravelly voice breathes in her ear.

She frowns and turns to look at the large man peering down at her. He's only wearing bright orange spandex shorts and has a green mohawk. He is swaying in time with her body, and he's starting to get a bit too close for comfort. His hands grab her hips.

"Hey!" Clara tries to push him off, but he's incredibly strong, and only manages to put herself closer to him.

"What's wrong, baby girl? Ain't you here for a little fun?" he asks, and despite the rank smell of alcohol on his breath, Clara can see the sincerity in his eyes.

Before she has time to respond in polite refusal, she finds another male body stepping in between them with aggressive strength.

The choker around her neck is being lightly pulled, and Clara realizes it is the Doctor's finger that has reached between the necklace and her skin to pull her close to him.

He growls, "Don't you see she is taken!"

The large man puts up his hands in apology, "Woah, sorry man! Didn't see no marker on her."

The Doctor reaches into a pocket of his purple jacket and presents the key to the Tardis. Without words, and still without looking her in the eye, he removes the necklace just long enough to string the key onto it. The key, cool and metallic against her skin, now rests at the front of her neck on the choker.

He glances back up at the large Mohawk man with eyes burning something terribly ferocious and dark. "There. Now you see. She is not available."

The man shrugs, "Geez, okay, I get it. Damn Pixmies.." He disappears back into the crowd of dancers surrounding them.

Clara can hardly contain herself, she is so confused, and angry, and turned on. The Doctor has just defended her and claimed her for his own! From what, exactly, and why, she isn't sure. Something fishy is going on, and he has left her out of the loop once again. She can feel his hesitation to look directly at her or speak to her, and in that moment, she can't stand him.

He has the courage to face down a giant man twice his size, but isn't able to properly talk to her?

Clara stomps off the dance floor and ignores his cries to wait. At some point, she can no longer feel him behind her, having gotten lost in the crowd. She feels a satisfying smirk of victory on her face, but is also terrified at the same time. She looks around.

Nothing looks familiar, and she has no idea where she has walked to, or where the Doctor is.

Shit.

Clara feels small and gazes around her for any sign of the closet with the Tardis or the Doctor.

There are people dancing, talking and drinking everywhere in various areas marked off as lounges or dance floors or bars. Only now does she notice that the touching and kissing going on is between so many people; same gender, opposite gender, multiple people at once. There are other women and men dressed similarly to her with a black choker necklace on, some with a small item on it and some without.

Now that she has the Tardis key on her necklace, no one seems to be paying much attention to her. She reaches up to feel it. It is cold to the touch. The warmth of the drink is quickly leaving her.

"You look lost."

Clara gasps. A man is suddenly standing right beside her. It would seem he is the only one to have taken notice of her standing there. "No. I'm not," she rebukes stubbornly.

"Really." It's not a question. She can sense the amusement in his American accented voice.

She turns to get a good look at him. He appears like the average human of her time and is dressed rather similarly to the Doctor. He has a button down dress shirt on, black slacks, military boots, and a large blue coat that nearly reaches the floor. His starting to grey brown hair is gelled and sleek, and he's grinning at her with a knowing smirk.

There's a timeless quality to his eyes that she wants to see in a better light in order to get a full glimpse of. He's dazzlingly handsome, if a bit older looking, but it's like he's out of place with the rest of their surroundings. He doesn't seem to belong here anymore than she does.

He seems to be analyzing her as closely as she is him, and he comes to a conclusion with a nod of his head. "Yep. You're totally lost."

Clara can't help but smile, "I guess you're right. I have no idea where the hell I am."

"Interesting phenomenon to happen to a person on a satellite," he's laughing at her silently. "And I have to say, that is an interesting marker on your necklace there. Made it a little difficult to see you. Any reason you'd want to hide in as public a place as this?"

She blushes, "To be honest, I don't even know what the meaning of the marker is."

He raises an eyebrow, "Aren't you a Pixmie?"

"Nope. Human."

"Ah. Victim of a New Year's Eve prank?" she lets him believe that, since it's almost true. "The Pixmies are known for ceremonial prostitution. They believe that sex is the ultimate path to be one with God, and that taking ownership of their sexual partner is the ability to control their own lives. Without a marker, a Pixmie with a necklace like that is available for sale."

"For sale?!" Clara nearly shrieks.

He laughs with a good natured humor, "So you didn't know. But you have a marker now, so where is your owner?"

"He does not own me!" now she really is screaming. Clara can feel her face turning red as she fumes. "That ridiculous man! He didn't bother to tell me, no warning at all, and brings me to this place! Just lets me walk around with this necklace on like a bloody idiot! And then he marks me as if he owns me, well I'll have you know, that no one owns Clara Oswald, she is her own master!"

"Woah!" he puts up his hands in mock arrest. "I can see that. And might I say, Miss Oswald, it is a pleasure to meet you," his knowing smile as he puts out a hand to shake is instantly contagious.

When Clara takes his hand, she hears a familiar voice calling her name from the side.

The Doctor runs up to them with an impressive speed, and then suddenly stops short a few feet away. He is staring, bewildered, at the sight in front of him. His wide eyes shift from Clara, to the man, and to their holding hands. He seems to be speechless.

"So I was right," the man states in a low tone. "Not every day you see a young and beautiful woman of Earth standing in a strange place with a perception filter around her neck, looking completely out of her depth and time. Only one man in the whole Universe could have brought her here."

The Doctor's expression darkens.

Clara takes her hand back. She's still angry with the Time Lord, and so her voice is sharp, "What's going on, Doctor?"

"Yeah," the man shakes his head with that fond irritation that Clara often finds herself doing in the Doctor's presence. "What _is_ going on, Doctor?"

Suddenly the two men are laughing uproariously, hugging and shaking hands.

Clara can't even begin to believe what a confusing night this has become. She crosses her arms in frustration. The two men are talking excitedly and close together. The Doctor's arms are increasingly animated in their halted swinging fashion, and the man seems to grow taller as he stands at his full height, eyebrows raised and voice climbing to a higher tone. Clara catches snippets of their conversation ranging from, "I thought you were dead!" to "How old are you now? You look old!" and then "_You_ look like a baby!" and "I can't believe you're really here!"

She decides to take matters into her own hands by screaming, "Shut up!"

They stop and turn to her with surprise on their faces, as if they had forgotten she was there.

Clara rolls her eyes, "Doctor, what the hell is going on! Who is this man? What is this place? Why did you let me wear this necklace?! Who do you think you are _owning _me?!" With each question, she gets increasingly angrier.

The Time Lord is back to his shy and embarrassed bowtie fingering, "Ah, yes, Clara. I'm so sorry. This is Captain Jack Harkness."

"How'd ye do, ma'am," he salutes her.

"No flirting," the Doctor warns him with a flash of those dark eyes.

Jack pouts, "I was only saying hello."

"And this is satellite Rainbow 7, like I said," the Doctor continues, ignoring Jack. "The greatest New Year's Eve party is happening right now on the eve of the year 5000. You humans have reached a point in your sexual revolution when you're able and willing to have sex with anyone, anywhere, and for whatever reason you like. Inter-species, even. There are various species that are friends to the human race here tonight, celebrating the night along with you. It is known as one of the greatest celebrations of humanity of all time."

She raises an eyebrow and purses her lips.

"I tried to warn you about the outfit.." the Doctor coughs and Clara can see right through his lie.

He was more than okay with her putting that dress and collar on. That was why it was in the closet in the first place. When he saw her wearing it, he fixed his bowtie to cover the fact that he was immensely pleased that she had picked it, but he wasn't able to hide that dark gleam in his eye.

Now that Clara sees it again in the ancient alien's burning glance at her, she can tell how much he wants her.

So much for the innocence of the 1100 year old man's boyish face.

To be continued…

**A/N: **Thanks for reading, please review and follow for more!


	2. Chapter Two

_So much for the innocence of the 1100 year old man's boyish face. _

**Chapter Two**

"Well I have to say, this has gone from an incredibly boring evening to the most fascinating night I've had in a long time," Jack is nearly preening as he watches the exchange between the Doctor and Clara. His grin is from ear to ear. "You two are definitely the best thing to happen tonight, and it's still only 9:00."

Clara's arms unfold, "It's only 9?"

The Doctor is fidgeting uncomfortably, "I wanted us to have enough time to enjoy the party before midnight."

Jack leans over with a wiggle of his eyebrows to elbow the Doctor in the gut, "Yeah, _enjoy_ the party. It's only just getting started."

"Oi," Clara snaps. She feels like she's now trapped with two teenage horny boys. "I need another drink," she sighs.

"I can arrange that," Jack puts out an arm for her to take. In the face of the Doctor's obviously jealous frown, Clara agrees to take it. "Don't worry, Doc," Jack waves him away. "I'll take care of your little companion. You go get us a viewing room."

Clara watches the Doctor fade into the crowd with a simmering green expression as Jack leads her up to another bar that reminds her of a nicer sit-down pub of London. The music isn't too loud, and the customers are chatting in friendly but serious tones. "What do you mean, a viewing room?" she asks Jack.

He winks, "For the fireworks, of course."

"Fireworks in space?"

"Welcome to the year 4999, my dear," Jack chuckles. He orders them both rum and cokes and seats them at the barstools. "I like it old school," he explains with a warm smile. "So, when are you from?"

"2013.."

"Wow, the Doc sure doesn't travel too far from home."

Clara frowns, "What do you mean?"

"Well," Jack drawls, looking a little embarrassed. "The Doctor seems to have a pension for 20th and 21st century England, Earth. He travels there pretty often. I would even go so far as to say that it is his home away from home." There's a questioning in his eyes, as if he's wondering how much she knows of the Doctor's origins. He tries to hide it by taking a sip of his drink.

Clara nods, "I see. You mean, since he doesn't have Gallifrey."

"Right," Jack seems to breathe a little easier.

"We saved it," Clara blurts out.

"What!" Jack nearly spits out his drink. He's deadly serious now, "What the hell do you mean, saved it? Saved Gallifrey?"

It's a difficult story to tell, but Clara manages to give him the main points. She skips over the three days of a morose and sullen Doctor afterwards, and explains her reasoning for asking the Doctor to bring her here. By the end of her tale, Jack is working on his second drink.

He clears his throat and scratches his chin, "So you've met previous regenerations of the Doctor?"

"Yes," Clara's voice is small but firm. "I know all about the Doctor's regenerations, but I don't want to sound like a know it all. Obviously there's so much about him that I have absolutely no knowledge of. But I think.. I probably know him better than anyone else he's ever traveled with."

Jack raises an eyebrow, but is quiet for a moment. "How old is he now?"

"1100 years. This is the eleventh incarnation of the Doctor."

"And he's the Doctor directly after the two I've also met," Jack muses. "Every time, he looks a little bit younger. Makes me wonder when that's going to bite him back."

Clara smiles softly, "Sometimes I can see the age in his eyes."

"..You're not still mad at him, are you? For not telling you about the necklace?"

"It's hard to stay angry with the Doctor for very long," she takes a long swig of her drink.

Jack nods his head, "Sounds as though.. you really like him. I know what that's like."

"Oh.." Clara stumbles on her words. She gives Jack another good look. He's clearly an older man, but she can't tell exactly what his age is. There are wrinkles around his eyes and laugh lines framing his mouth, but he's still dashingly handsome. When he talks about the Doctor, there is a bittersweet affection that he seems to sigh out, and Clara realizes that she doesn't know anything about Jack, or how he fits into the Doctor's long and complicated life.

The Time Lord had warned Jack not to flirt with her, yet the American seems to have a pining romanticism in the way he views the Doctor. Clara also can't help but notice when Jack occasionally glances down appreciatively at her cleavage. Is this what the Doctor meant by liberal pheromones?

It's hard not to be attracted to the charismatic captain, and Clara finds that as she sips generously at her drink, she has no wish to fight the lustful feelings starting to grow in her belly.

Jack simply gazes at her with a relaxed and knowing grin.

"What about you?" Clara asks, leaning a little closer to him. "How do you know the Doctor?"

Jack takes in a big breath, eyes skyward, as if recalling something from the distant past, "I first met the Doctor during the second World War."

"You time traveled here just like us?"

"Oh no, I went the long route this time."

Clara's eyes nearly bug out of her head, "What?! But that was.. thousands of years ago."

"Yep," Jack winks at her. "And I'm not doin' too shabby, am I?"

This would explain his enigmatic presence, experience and skill matured over so many years radiating from his every movement and turn of phrase. She shakes her head in amazement, "That would make you older than the Doctor."

His eyes are cold for a brief moment. Clara gulps. "That is true," Jack puts it simply. Slowly, he warms up with that one-sided grin and looks almost bashful, "But don't tell him that, he'll get self-conscious." His knee brushes hers gently, "You have a thing for older guys, huh?"

Clara laughs and the tension is dissolved. She throws back his sarcasm with her own, "You have a way with women, don't you, Jack?"

"And more," he chuckles cheekily.

They sit in amiable silence for a few minutes, nursing their drinks and pondering the information they just received. Clara's curiosity about the man sitting next to her hasn't been satisfied. In fact, it just got a whole hell of a lot worse. She wants to know everything about this impossible man beside her and the mad man of wonders she knows they both desire.

The party rages around them. There are dance competitions, strippers on poles, prostitutes on the prowl, karaoke, barmaids and waiters weaving through the crowds with huge platters of drinks and snacks, and everywhere people are chatting up a storm. It would seem the party truly is just getting started.

Clara eyes a few people of a species she doesn't recognize exiting the main dance hall and going into a private room. In fact, there are doors scattered along the walls of the entire place.

"Do those doors go to the viewing rooms for the fireworks outside?" she breaks the silence between them.

Jack's eyes follow her pointing finger, "Yep. Shockingly expensive. This place is like a giant disc, the inner area is this dance hall and bars, while the outer rim is composed of small private lounges and hotel-like rooms that allow viewing of the planet and the fireworks. Hopefully the Doc has a few tricks left up his sleeve to get us one."

She grins, her voice gaining a slight slur, "It's the Doctor we're talking about. He just makes it up as he goes."

They laugh and Clara takes yet another gander at Jack. Who wouldn't? The man is impeccable! Okay now she's letting her mind wander maybe a bit too much.

"Jack," she might be feeling overly confident, and so tries to reign herself in. "What brings you here to.. to Rainbow 7 on this New Year's Eve specifically?"

His grin slowly fades and he considers her question seriously. "I've lived a long time, Clara. And I've seen a lot of shit. Shit you probably wouldn't believe. Tonight, let's just say.." his eyes cast downwards like he's trying to hide something. "..I wanted to let loose."

Clara nods in empathetic understanding. Sounds similar to what she's trying to do for the Doctor.

"But it just wasn't clicking for me. I've been to plenty of parties, and this is a great one, to be fair. I've gone on my own to parties more times than I can remember, so that's not a problem for me. I just.. was missing something."

He looks so pained that Clara immediately feels compelled to comfort him. She places a hand on his leg and gets close to his face with her own. "Did you find it?"

"Find what?" he breathes.

"What you were missing?" she can't help but smile into those blue eyes of his.

He smiles back, and it's as though they're communicating through the energy between them. They're more alike than Clara thought possible, considering the strange man that brought them together.

And then his lips are pressing onto hers, and his arms encircling her body. She's holding onto him with everything she's got and kissing him back, and nothing she has ever experienced has been this good. He's warm, soft, strong, yet somehow she can feel a restrained gentleness. She feels like she's been given a taste of a wonderful drug, and now she knows she'll always crave for more of it. Clara's eyes are still closed as he pulls back, her face in his hands.

"Clara, you are a beautiful woman, and the Doctor is lucky to have you," he tucks her hair behind her ear, bringing her back into the present.

"He has me, but I don't have him," the words are out before she can think about what she's saying.

Jack shakes his head, "He looks at you differently than I've ever seen him look at someone. You do have him, in more ways than you think."

"What if I don't want _just_ him?" she is seriously reconsidering the whole drinking thing. It is making her say ridiculous things.

His smile reassures her, "I wouldn't blame you, because I know how that feels, too." He takes her hand and pulls her off the barstool. "Come on, let's have a dance before the old man finds us."

They giggle together in a shared camaraderie. The music picks up a beat as their feet find the dance floor, and Jack leads her into the middle of the swaying and hopping crowd.

They dance with hands together, and he spins her around in ballroom fashion. His left hand comes to the middle of her back and her right hand rests on his upper arm.

They dance like its 1945, surrounded by a crowd of drunken deviants of the 51st century.

Clara laughs as Jack lowers her into a swooping pose, and then his lips find hers again. She can feel a fire starting to burn low in her abdomen when his tongue grazes her own for a brief but tantalizing moment. When she stands up and pulls back a little, she senses rather than sees his smile.

"Sorry, can't help myself," he gives her another peck and twirls her again, and she gets the distinct feeling that he's not sorry at all.

They keep dancing and Clara is left longing for more. Jack's arms are strong as he holds her. She almost can't believe how this night is turning out, and wonders why the Doctor is taking so long to find them.

Of course, that's when Jack spins her around to face in the other direction and she finds another set of familiar arms reaching out to hold her.

His green eyes are burning with starlight and indescribable power. Clara is totally caught off guard and nearly falls over, but he quickly catches her and stands her upright in his firm grasp.

And then they're dancing again, but not like before. This isn't the care free dance of two friends who've just been through hell together. Clara can feel the friction of a sensual energy between them. She can see the way he looks at her and it's just like Jack had said. This Doctor isn't the bubbly goofball with flailing arms or the sullen madman with a clenched jaw and hunched shoulders that she's seen so many times. He's a different beast altogether, moving with a calm and controlled smoothness.

His hands are wandering up and down her back, her arms, and her hips, and it's as though he's casting a spell on her muscles, making them loosen and relax.

She wonders if he saw her kissing Jack.

The thought sends her head spiraling like she's dizzy, and she can feel her arousal dampening her upper inner thigh as they sway in time to the music.

The Doctor's expression is hungry, his lips parted as he breathes hot air into her ear, and his eyes are focused and dark. Clara can barely keep eye contact with him from the intensity of his gaze. It's like he's trying to read her mind, but can't bring himself to really look. His eyes flicker down for a moment.

He reaches up suddenly and touches the Tardis key around her neck, and it's as though she's been burned. Clara hisses at the pain and falls more deeply into his arms as her knees give out.

The Doctor picks her up and carries her bridal style out of the crowd of people, who sidestep out of their way. Jack follows closely behind.

"Doctor, I'm fine, I can walk."

"No, you're not, and you cannot," is his barked answer.

They're marching toward a door nearby into one of the viewing rooms that Clara assumes the Doctor has managed to buy. Jack opens up the door and they step inside.

The music is softer in here, a sultry jazzy voice and guitar. The room is one massive lounge, everything in vibrant shades of red, with several couches spread out with dozens and dozens of pillows, and the floor is soft as a mattress. The door clicks shut behind them.

The Doctor lays Clara gently onto one of the couches. She glances around and sees that the fourth wall in front of them is a huge glass window. The planet Earth glows in the distant darkness.

"Don't move," the Doctor orders her. He reaches down and yanks off the collar.

Clara nearly yelps, but resorts to biting her lip. Tears well up in her eyes. "What did you do?" she asks as she licks the little bit of blood that forms on her bruised lower lip.

The Doctor slides the key off the collar and sticks it back into his pocket. He's back to being the normal jittery madman with expressive hands, "It's my fault. I hadn't put any sort of protection on the key. That much energy around your neck over time would have been too much for you to handle."

"I was handling it fine until you touched it," Clara frowns.

"I simply reminded you that it was there, burning into your skin," the Doctor's voice is quiet and guilty in tone, and he begins to pace back and forth in front of the couch.

She shakes her head, "But it was cold.."

"Not actual temperature, the perception filter attached to that key is a distortion of time, and extremely powerful. Without any kind of dampening of that distortion, as I normally do before handing anyone a key to the Tardis, it would gradually drain you of all energy and you would fade from time itself," the Doctor's voice is lowering into a snarl.

Clara looks up at him, feeling weak, "Why are you angry with me?"

He stops his pacing abruptly and gazes down at her in wonder, "Angry with you? I'm angry with myself. I brought you here, I put you in this situation, I put that damn key on your neck, look what I've done!" He bends down to her level, "You, Clara Oswald, are brilliant. You shouldn't put up with a ridiculous old man like me."

They share a moment of silence, looking each other deep in the eyes, searching for something neither of them want to explain to the other.

Jack, meanwhile, has tossed his long coat in a corner and perched himself up against the window. "What a sight," he sighs.

The blue Earth below them is a shimmering orb of light suspended in a black sea of stars. White clouds cover most of the surface, but some land is visible from this height. Other satellites orbiting the planet can be seen all around them, but the silence that radiates from the never-ending darkness is deafening.

Jack shivers slightly, "I wouldn't have been able to afford this view if you hadn't shown up Doc. I owe you one." He turns to look back at the two of them frozen at the couch. "But there's more to this private room than the view, isn't there?" his voice is tinged with humor and slyness.

The Doctor and Clara end their staring competition by glancing at Jack's coy grin.

"What more did you buy, Doctor?" Clara asks him. "Other than me," she adds with a little more bite than she had intended.

The guilty and sullen look on the Doctor's face chastens her. "I would never buy you Clara, and I would never put you for sale. The Pixmie collar was a mistake, and one I shall never repeat. Please forget it ever happened," he turns away from her and walks toward Jack. "I paid for the full package deal. I never like to go half-way with anything. This night only happens once in the history of the Universe," he gazes back at her for a brief moment, "I suppose we should make the most of it."

"Agreed!" Jack heartily claps the Doctor on the shoulder.

"You don't owe me anything, Jack," the Doctor's voice is sheepish and quiet. "Not after everything you've done to help me."

Jack's expression is warm and affectionate.

Clara observes this serious moment between the two men with amazement. She thought she would be jealous of anyone coming in on her time with the Doctor – the way she had felt when introduced to the woman named River Song. But there's something different about Captain Jack Harkness. He makes her feel human again, running alongside an ancient alien in a world indescribably far away from home, and he brings out a mature side of the Doctor that he rarely shows in his eleventh form.

Not to mention the way Jack danced with her, or the way he kissed her like she has never been kissed before.

She reaches up to soothe the skin of her neck to find there is no wound there, only a tingly sensation. The pain is completely gone, but she can still feel some of the alcohol in her belly affecting her.

"I need food," she grumbles.

A loud clap comes from the Doctor's hands, "Yes. I think we're ready." He glances at the clock that reads 10:12pm New York City time.

Immediately, two nearly invisible doors on both side walls open up and waiters appear holding platters of exotic and extravagant food and drinks. Several men set out tables in front of the couches and set down plates, forks, and cups for the three of them.

Clara sits up and gazes longingly at the entire splendor now before her on the table. She feels her belly rumble with hunger. "This is amazin'.." she whispers.

The waiters disappear from the doors they had entered and the music is turned up just slightly.

Jack and the Doctor join her on the nearby couches to dig in to the buffet of food. There is seafood, beef, chicken, fruit and vegetable platters, juice, sodas, cocktails, and desserts scattered across the tables. Some of it Clara can recognize as human recipes, but some plates are filled with bizarre alien delicacies she has to work up some courage in order to try.

"Oh ho, oh boy, this _is_ going to be a good night," Jack whistles as he picks up a wooden cup of frothing blue foam.

The Doctor's voice is almost scolding, "Be careful, Jack. Pace yourself."

Clara can see Jack's questioning eyebrow, and understands his intention. She picks up a similar wooden cup of the same drink and raises it in the Doctor's direction. She smiles, "Doctor, a toast?"

The Time Lord gazes at her with hesitation, and then he slowly returns the smile with a shake of his head, "My Clara. Do you forgive me?"

"For what?" Clara shrugs her shoulders with a roll of her eyes. Inwardly she feels a pleasant thrill to hear him call her his Clara. They share a friendly grin of truce.

"Now I do have to warn you about this drink," the Doctor informs her with a wave of his arms. She carefully decides to listen this time. "Take it slow, it is an incredibly strong Appalapachian liquor. It won't affect you in the same way Earth liquor does. I wouldn't call it a hallucinogen, but it has properties of something similar."

Clara catches Jack putting one hand to his head and then miming an explosion with it from his brain with a "Boom!" whispered from his lips. He winks.

"I understand, Doctor," she nearly wiggles in her seat with excitement. "And I mean that this time. I know and accept what I'm getting into. A toast!"

"To what?" the Doctor asks.

"To Gallifrey," Jack's tone is deep and resonating with meaning.

Clara sucks in a breath, and after a moment of silence, none of them daring to move, she adds with a breaking voice, "To Earth." She glances at the Doctor for his reaction.

The Doctor's eyes are red and raw. Clara nearly swallows her tongue with the intensity of emotion in the room when he whispers, "To home."

And then they tip back their heads and drink.

To be continued...

**A/N: **Thanks for reading and reviewing! Please follow to receive notice of updates! And please do leave a short note of what you think of it!


	3. Chapter Three

**Chapter Three**

The effect is almost instantaneous. Clara feels like her body is vibrating as though she were light as a feather. Her vision seems to blur to a faint haze of her surroundings. The music is distinctly strange in her ears, and she's smacking her lips with the sweet aftertaste of the liquor.

"It will take a few minutes to adjust. Have some bread, Clara," the Doctor's voice is like a crashing wave of warm water that spills into her head.

Clara shakes herself a bit, "This is crazy."

"Bread," he puts a slice in her hands and when his warm fingers brush her own, Clara feels a rush of blood to her nether regions as if he has touched her there.

She gasps, but then finds herself chomping down on the bread the Doctor has given her. The haziness starts to dissipate but Clara can still feel a relaxing light headedness that has her leaning back into the couch for comfort. She glances over at her older men who don't look nearly as affected as she is and guffaws on her food in embarrassment.

Jack just laughs merrily, "Don't worry. First time I drank one of these I immediately blacked out and later found myself at the top of the Tower of London with nothing on but an American flag."

Clara's eyes widen, "And you say _don't_ worry?"

"You're lookin' good so far, kid," he winks.

The Doctor is observing her carefully and thoughtfully. Clara feels herself glowing pink under his close attention. She tries to distract herself by reaching for another slice of bread.

The side doors open again and several female dancers in various beaded costumes enter the room. After a moment of confusion, Clara realizes that they are strippers.

"Ah, oh, we, uh won't be needing that, actually," the Doctor stutters, arms stretched out and hands waving.

"But I thought you said you never do anything half-way," Jack teases the Time Lord. The captain is already inviting a girl over to give them a lap dance.

It's the Doctor's turn to choke with embarrassment, his arms flailing about as the girl presses herself up against him. She's well-endowed and her neon pink costume doesn't hide much at all. She moves slowly like a belly-dancer and reaches down to smooth back the Doctor's hair and fondle his bowtie. She glances over and catches Clara's eye with a smirk.

Just as a girl starts toward Clara, she stands, shaky at first, but quickly regaining her sanity and balance. "Get out," she tells the girls firmly.

Jack gives a small pout as the girl sliding onto his lap stops, "What? Would you prefer men? Because I'm okay with that, too."

Clara feels nearly sick to her stomach seeing the girl pawing the Doctor, _her _Doctor. A wicked lick of jealousy is like a sharp pain in her chest, and she feels her lips curling.

It should be Clara herself there in the Doctor's lap with _her_ hands in his hair.

"No. I just want them out. Get out!" she orders.

"Wait.. c'mon, Clara," Jack is nearly whining as the girls get up to leave. "The Doctor paid for the whole package deal, he said! That means food, drinks, and some fun! Am I right, ladies?"

"He already paid for me!" Clara shouts and points at the door, sending the girls scampering for it with a dark and possessive look. They close the door quickly behind them. "So _I_ am what he will get," she turns to face the silent and ashen-faced alien, her knees almost knocking his where he sits on the couch.

Clara can sense Jack's approving and eager grin, despite his earlier protests, and scans the Doctor for any sign of refusal. His green eyes meet hers and there's an electric current that sparks between them. Clara takes in a breath to steady herself.

Before she can do anything more, the Doctor stands abruptly, bringing them nose to nose. He shakes his head slowly, his voice is low and his jaw is shifting side to side the way it does when he's nervous, "Clara Oswald, I meant to protect you from my own stupidity, but I didn't succeed, and I only made it worse. It seems I am doomed to fail at that over and over, because this is me failing once again."

He kisses her, and it's like the rest of the room no longer exists. Clara can only feel his lips upon hers, lapping hungrily at her without any restraint. His hands are fixed to her face, gripping her with a firm strength, holding her close to him. Clara melts into his arms and wishes for this moment to never end.

When they come up for air, the Doctor pushes her to the side and she falls with an "Ooph!" onto the couch.

He storms angrily to the other side of the room.

Jack runs both hands through his own hair, "Woah why are you stopping? That was the hot! Doctor?"

The room is quiet besides that of their heavy breathing. Clara sits up and bites her lip. She gazes longingly at the Doctor's turned back. His shoulders are hunched and his head is hanging low. A feeling of dread starts to fill her. Did she push him too far? Is the night ruined? The Doctor kissed her, and she kissed back, so why is he so angry?

The Doctor doesn't respond. He stands leaning against the window, peering moodily out into the darkness. The satellite has rotated enough to bring the Earth out of view, and so there is nothing but a black sky and little white dots scattered across the horizon.

Clara swallows hard. "Doctor?" she asks quietly.

"I'm sorry, Clara," he finally says. "I should not have taken advantage of you like that."

She frowns, "What? Doctor. I wanted to kiss you."

He still hasn't looked at her, but his tone of voice is suddenly bright, as if nothing happened, "What should we do, eh? I know of an intriguing New Year's Eve game that the Mosh people introduced to humanity in the year 4059 that there are now cults on Earth surrounding it as though it were a religion! It involves salt and pepper-"

"Doctor," Clara interrupts. "Look at me. Are you really going to just leave it at that?" her heart clenches.

She knows that she loves him, the way everyone lucky enough to meet the Doctor loves him.

It's impossible not to love the ancient alien, his ridiculous bowtie, his flapping arms and hands as he speaks, the wonderful giddy way he talks when he gets nerdy about science, the magical presence that he radiates, so wise and dark and powerful and kind. She can't get enough of him. It's like she's addicted to him, to the adventure, to the thrill and the chase, or the way he sadly smiles when he thinks she's not looking.

She loves him, but she didn't know his rejection would hurt this bad.

The Doctor is silent, his mouth opening and closing like a fish. His hands are trembling. Clara feels a deep sense of disappoint burrowing into the pit of her stomach.

She glances down at herself; she's wearing a skimpy black dress, high on alien liquor, and horny as hell for two men thousands of years her senior.

Could tonight get any more absurd?

Suddenly, Jack stands up, reminding the two of them of his presence in the room. Clara looks up at him with a startled gasp. His handsome face is contorted in rage.

Only a few loud steps later and Jack has reached the Doctor. He grabs the Time Lord's arm and spins him around.

The shocking answer to her internal question is what happens next.

The captain smashes his mouth onto the Doctor's in a crushing and vicious kiss and pushes him with an overpowering strength until the two of them are leaning against the couch. Jack forces the Doctor's struggling arms up over his head and uses one hand to hold his wrists together there. The other hand Jack uses for pulling off the Doctor's bowtie and unbuttoning his vest.

They are in an obvious test of masculine strength, both bucking against each other, breathing heavily, moaning and grunting and growling. Jack is the larger man and is able to keep the Doctor down beneath his body.

Clara watches in growing fascination as her Doctor is taken over and seduced, lying in a puddle of his bowtie, arousal clearly apparent despite his frustrated growls of protest. She's not sure if she should step in and stop this bizarre scene to save the Doctor until she notices how he's kissing the captain back. His lips arching up, opening freely, tongues dancing so passionately, the Doctor grinding his hips up against the older man. Clara's eyes can't open any wider.

Jack stops just as suddenly as he started and pulls back to wipe his mouth with the back of his hand.

"That's what you do to us!" he yells down at the Time Lord. "You can't kiss and run, Doctor, leaving us helpless and powerless but to love you. You can't do that to a person. You've done it to me and you've done it to so many others! I will not let you do it to her. She needs you. I need you," his voice cracks but his eyes are cold steel. "Why can't you just let go? Just for one night? It's been thousands of years since I've seen you, but I knew the moment I saw you again, even in a new body, I knew it was you and that I would bend over backwards for you. I would die a thousand deaths for you! And you know that I mean that literally. Please, Doctor. We want to give you this night. Why can't you just accept us?"

Jack is breathing hard as he finishes his speech. Clara finds herself nearly in tears, but she blinks them away.

The Doctor is nursing his bruised chin but is otherwise silent, his eyes deep green pools of reflection, looking like his mind is far away.

Jack steps lightly over to Clara and sits beside her.

He gently takes her face in one hand with surprising smoothness and tucks her hair behind her ear. He gives her a peck on the nose and smiles, "Clara, what do you say? Can you settle for an ugly old pervert like me just for one night?"

She can't help but smile in return, "Jack. You know that you're none of those things, and you know my answer." She catches the Doctor sitting up in her peripheral view, observing them with a heated stare.

Jack kisses her sweetly, and she finds herself wishing for him to kiss her with that same punishing power he used upon the Doctor. She tries to kiss back as passionately as she can, hoping he'll pick up on what she wants. Her hands reach up to pull on his lapel to get him closer to her, and she tugs with a strength that surprises them both.

He takes her hint and uses his weight to bring her onto her back on the couch. With his body covering hers, Jack presses her wrists down with his hands over her head in that same pose he put the Doctor. His kisses begin to trail down her neck. Clara can't contain a moan from escaping from deep inside her throat.

And that's enough to drive the Time Lord to a breaking point.

He moves steadily toward them and takes Jack's chin in his hand to pull his face up to look him in the eye. Clara watches the angry tension between them falter and dissipate. The Doctor brings his lips down and gives Jack a kiss on both sides of his face, his nose, his forehead, and finally his mouth.

The Doctor gently pushes on Jack's shoulders to bring him up and off of Clara as they kiss. When he releases the captain, the Doctor looks down at Clara with a twinkle in his eye, "Do you feel the same way?"

Clara nods, slowly at first, and then enthusiastically, as if she can't believe her luck. She smiles, "Doctor, yes. Yes! Although to be honest, it doesn't even need to be New Year's Eve of the year 5000, or 5 billion, or the end of the Universe! All I wanted was to show you.." she bites her lip for a moment. "That I care, and that no matter what happens," she lets out a little laugh. "God this likely sounds daft. But no matter what, I'm here for you. I want to show you how much you mean to me."

The Doctor's still hesitant expression is smoldering with a dark energy, "I've learned over the years to hold what is most precious to me as close to my heart as possible and run. I don't want to lose you."

"You won't," she promises.

And then the Doctor kisses her, and any worry of hurt is thrown out of her head. His lips are telling her how he feels. No amount of lies can cover up what he truly thinks of her. His lips are full and soft, pressing into her with a clear meaning of want and desire. She doesn't need him to say it. She knows. Clara is sandwiched between the two men in an awkward pretzel of arms and legs, but she manages to reach over and touch Jack on the leg. She feels his hand cover hers to show her he understands her message of thanks.

Clara then searches for the Doctor's half undone buttons and continues to remove his vest. His hands are everywhere, pushing the hair out of her face, sliding down her shoulders, gripping her chin, massaging her arms. Another set of hands belonging to a cheeky captain are removing her heels and sliding up her legs.

All she can think about is how the Doctor tastes and what his lips are doing to her. He's like fire, burning his mark onto her, and every caress sends a white hot shock down her spine. Clara tries to arch into him, squirming beneath him on the couch. She wishes he were lying on top of her as Jack had done. She can feel Jack's warm fingers edging closer to the hem of her skirt, starting to shift it higher up her legs.

The thought of the two of them being able to see what she has on under the dress sends a quiver through her, and she feels her inner thighs dampening again.

A giggle bubbles out of Clara suddenly, and she tries to push it down. She opens her eyes to see the Doctor's confused orbs of green.

"This is uncomfortable," she explains, nodding in the direction of their intertwined limbs.

The two men immediately move into action by getting up and rearranging the furniture. They push the tables of half eaten food out of the way and pull down all the pillows down onto the floor. The Doctor takes Clara's hands and lifts her to her feet while Jack shoves the couches back closer to the walls.

The floor has now become a giant bed, the softness of its mattress cushioning welcoming them, bidding them to join in.

Clara realizes as she stands there that this room has been specially designed to allow for this kind of event. The giggles start to overtake her again.

Before she can give in to the hysteria threatening to overtake her, the Doctor's lips are on her again. This time he's smooching down her neck and onto her shoulders. Standing behind her, Clara feels Jack start to unzip her dress, his lips nibbling on her ear. The blood seems to be pumping in her head, but she can still hear their ragged breathing echoing off the walls.

"I've never.." Clara stumbles on her words.

Jack pauses, "You're not a virgin, are you?"

She blushes furiously, "No, of course not! I've just never done this.. with two."

The captain's fingers tighten their grip on her dress, "I can leave if you want."

"Jack," the Doctor pulls back with a frown. He meets eyes with Clara, silently asking her with a sweet affection for permission. Clara gazes into his eyes and sees for the first time just how much the Doctor has let his guard down. How much he trusts and loves them both.

She nods and smiles, craning her neck to look back at him, "Don't you dare leave, Jack Harkness. I want you, too."

Jack's grin returns and he playfully smacks her ass, "That's _captain _to you, missy." He proceeds with unzipping her dress and Clara can feel a determined excitement in the way his hands peel the straps down her shoulders and off her arms.

The dress slips all the way down her body and peels at her feet on the floor.

The Doctor's breath hitches, "Clara." He says the word with a worshipping moan.

She's completely naked, having not worn anything under the dress. There was no suitable underwear in the closet when she went to pick out a dress. Clara now wonders if that was on purpose as well.

The Doctor smiles with that boyish charm that Clara finds irresistible, "You're so beautiful, my Clara." He plants a kiss on her neck. "My Clara," he repeats almost wistfully, and kisses her collarbone.

Clara plays with his hair for a moment, before putting a slight pressure on his head to push him down her chest. His lips find her right nipple and she gasps, "Doctor!" She's being kissed on the front and on the back where Jack is leaving butterfly light licks on her neck. She can feel the heat emanating from the two men's bodies that she's constrained between. Jack is standing with his hips aligned with hers and his erection pressing against her bum.

"Relax, doll, "she hears Jack whisper.

The Doctor moves from one nipple to the other, his hands gripping her hips. Clara lets her head fall back and her shoulders melt. She breathes out a sigh and tries to will herself to be more comfortable. Jack's fingers trail down her back. The men then fall to their knees on either side of her as if worshipping her womanhood in silent prayer.

She feels fingers beginning to caress her inner thigh and the curve of her ass and she can't tell if they belong to Jack or the Doctor. She closes her eyes in an effort to stay focused on standing. "Oh, God!" she hisses with pleasure as fingers find the mound of her sex, twirling in slow circles.

Clara's knees give out and she falls forward into the Doctor's arms. He catches her and lays her on the floor. Their combined perusal of her body continues. The Doctor roams downwards to her hips as Jack leans in to kiss her breasts. His fingers find her nipples and pinch them playfully. Clara is so distracted that she doesn't realize the Doctor has positioned his head at her naval.

The Doctor's tongue flicks her clit suddenly, and Clara yelps in delight. She looks down at him.

He has transformed from the hesitant and awkward Doctor into that mad beast she saw on the dance floor, his expression dark and powerful. There is a certain quality of mischief to his grin as he greedily eats her up, sucking and licking as he goes. Clara throws her head back, her hands reaching blindly outwards.

The captain grabs her wrists and firmly holds them above her head once again. His other hand is still playing with her nipple and his mouth has found its twin. The coordinated assault of all her senses sends Clara into a spiral of pleasure. She feels dizzy and out of control. Her heart quickens, rebelling against the idea of no control. Her legs twitch, but the Doctor's body is holding them down as he drinks her wetness. Jack's grip of her wrists pins her down to the floor from above. She can't move, and is powerless to stop the building intensity in her lower abdomen.

"Oh yes! Oh please don't stop!" she hears herself crying out. And then her entire body tightens and uncoils with the most exhilarating climax she's ever experienced.

Clara pants with a heavy chest. She smiles as the two men slowly pull back and look at her. They both have half-lidded stares, their mouths open and expressions hungry.

"You two are way overdressed," Clara complains.

She doesn't need to tell them twice, because they immediately begin ripping off their clothes. Clara laughs loudly with a feeling of sheer joy.

The Doctor tries to undo his suspenders but his fingers are trying to move too fast and he gets stuck. Jack is there to remove them, and he yanks the Time Lord's shirt off as well, revealing pale skin. They share a heated look, and then Jack leans over and kisses him. When they pull back again, it's clear to Clara that something significant has been communicated between them, but she doesn't know what.

They glance back down at her and she feels a shiver go up her spine. Clara has the distinct feeling that she's about to find out.

Jack kicks off his boots and pulls down his trousers and underwear with a fluid grace. His grin is wide as he bares all to them. "Like what you see?" he asks Clara with a wink, and she realizes that her jaw has dropped wide open.

She clears her throat. Clara decides to take matters into her own hands. These men think they can control her? She gets up onto her knees and confidently crawls to Jack. His breathing hitches, and she can see the moment he figures out what she's about to do. His ice blue eyes watch her every movement. She smirks, "Oh yes, I'm quite impressed, _captain._"

Clara kisses the head of Jack's cock and brings him into her mouth. He moans and pushes his fingers through her hair. Clara gazes up at him, stroking him with her tongue.

A hand caresses her bum, and Clara almost gags from the surprise when she realizes that the Doctor has positioned himself behind her. His hands run all over her ass and then cup her womanhood, reigniting the heat there. Her eyes flutter shut, focusing on the wonderful torture the Doctor is giving her with his fingers.

Jack pulls out of her mouth for a moment to drop from his knees to lay on his back on the floor. His hands reach out for her.

Clara leans down on all fours and licks up the shaft of his cock, a thrill running through her as he closes his eyes and groans. She trails down and gently suckles on his balls. His fingers grip a little tighter on her hair, "Gods yes, you beautiful woman." He pulls her carefully back to his cock and she starts to pump him with her mouth.

The lips of the Doctor find her ears where he places a quick kiss. He breathes hot air onto her skin as he whispers, "You're so wet. Are you ready, my Clara?"

She's more turned on than she's ever been in her entire life, but can't properly answer with a mouth full of Jack Harkness. She settles for a wiggle of her bum and a positive toned hum that vibrates around Jack, driving him to arch his hips up into her throat.

The Doctor has removed his trousers and placed himself in position to enter her from behind. He kisses the back of her neck. "So perfect," he murmurs.

Clara can barely wait any longer and bucks her ass up, giving him a better angle. He chuckles, and kisses her again.

And then he burrows deep inside her and begins to pound into her with a ferocious speed. All of his patience disappears, and he's growling as he fucks her hard, slamming into her. She would scream if she were able to, but keeps sucking on Jack's cock, determined to please them both at the same time.

She's being thrust into from both ends, listening to the Doctor and Jack moan and cry out together like a sinful duet. Hands start to play with her breasts, and Clara realizes that the Doctor is spooning her body with his own to reach her nipples. His mouth occasionally leans down to kiss her neck, and Jack's hands are in her hair, smoothing it out and then gripping it tightly to pull her closer.

Clara can hardly believe how the night has turned out. To think that what she expected to be another one of the Doctor's silly adventures, getting into trouble and mischief, actually brought them to this erotic moment. She moans into Jack, feeling the Doctor pick up speed.

Their movements begin to get uneven and frantic. She's ready for them, and drinks happily as Jack spills his climax, swallowing quickly. The Doctor behind her thrusts one last time sharply and exhales her name in a sigh.

The room is full of the echoes of their breathing.

"That was amazing," Jack finally breaks the silence. His grin goes from ear to ear. He puts his hands on the back of his head to rest, splayed out with no shame on the floor.

The Doctor still hasn't pulled out of Clara, caved on top of her. He seems to rouse slowly, kissing her neck as he draws back. He whispers, "You are amazing, Clara Oswald."

She smiles, pleased with herself and with her gorgeous men. Clara lays down against Jack and giggles when the Doctor cuddles up on her other side, effectively sandwiching her between them once again.

Jack raises his head just enough to look up at the wall, "So. Forty minutes until it's the year 5000. Any ideas on what we should do until then?"

Clara gazes over at the Doctor's enigmatic expression of affection and heated curiosity. He chuckles that mysterious laugh of his and licks his lips, "I've got a few."

To be continued. . .

**A/N:** Thanks for reading and please review! Follow for more! :) Cheers.


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